[8-K] Service Properties Trust Reports Material Event

Rhea-AI Filing Summary

Service Properties Trust (SVC) filed an 8-K reporting unaudited pro forma condensed consolidated financial statements related to the 45 Hotel Sale Portfolio. The pro forma balance sheet is presented as of June 30, 2025 and the pro forma statements of loss cover the year ended December 31, 2024 and the six months ended June 30, 2025. The pro forma figures treat the 12 hotels that sold through September 30, 2025 as if those dispositions were completed on the earlier measurement dates to show the company’s financial position and results had the sales occurred earlier. SVC notes these statements are unaudited and not necessarily predictive of future results, and it warns the pending sales remain subject to conditions so timing, terms and the use of proceeds may change.

Positive

• Pro forma statements prepared to show effects of the 12-hotel disposals provide clearer visibility into post-sale financial position
• Pro forma periods include both a balance sheet date (June 30, 2025) and income periods (year ended December 31, 2024 and six months ended June 30, 2025) for comparative analysis

Negative

• Sales remain subject to conditions, so completion, timing, terms and proceeds are uncertain
• Pro forma statements are unaudited and explicitly may not reflect actual future results or final sale accounting adjustments

Insights

Real Estate Portfolio Analyst

Pro forma shows immediate balance-sheet and revenue effects of the 12 dispositions.

The pro forma balance sheet as of June 30, 2025 and pro forma statements of loss assume the 12 hotels sold through September 30, 2025 were disposed earlier, isolating the near-term accounting impact of those sales on assets, liabilities and operating results.

Key dependencies are completion conditions and timing; if sales are delayed or terms change, the realized cash, gain/loss and leverage effects will differ from the pro forma. Watch closing progress and how proceeds are allocated over the next several quarters.

Accounting / FP&A Specialist

Unaudited pro forma statements are informational and not predictive of future performance.

These statements restate historical results to reflect hypothetical disposal dates and help estimate post-sale leverage and earnings trends, but they are explicitly unaudited and qualified.

Risks include changes to sale terms and the company’s stated use of proceeds; monitor for finalized sale accounting, audited adjustments, and any subsequent disclosures that reconcile actual closing results to these pro forma figures within the next reporting cycle.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 30, 2025

SERVICE PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-11527						04-3262075
(Commission File Number)						(IRS Employer Identification No.)

Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634

(Address of Principal Executive Offices) (Zip Code)

617-964-8389

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐                               Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐                                   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐                                   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐                                   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of each Exchange on which Registered

Common Shares of Beneficial Interest

SVC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

In this Current Report on Form 8-K, the term "SVC" refers to Service Properties Trust and its consolidated subsidiaries, unless otherwise noted.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On September 30, 2025, SVC sold five hotels with a total of 640 keys located in three states for a combined sales price of $50.0 million, excluding closing costs, pursuant to one of the agreements that SVC previously entered into to sell 113 hotels with a total of 14,803 keys for a combined sales price of $913.3 million, excluding closing costs, or the Sale Hotels. To date, SVC has sold 38 of the Sale Hotels with a total of 5,331 keys for a combined sales price of $279.3 million, excluding closing costs, and SVC remains under agreement to sell 75 Sale Hotels with a total of 9,472 keys for a combined sales price of $634.0 million, excluding closing costs. The remaining 75 Sale Hotels will be sold in phases, expected to be completed by the end of 2025. As previously disclosed, SVC expects to use the proceeds from the sales of the Sale Hotels to repay debt.

Twelve hotel sales SVC has completed through September 30, 2025 pursuant to one of the agreements, or the 45 Hotel Sale Portfolio, for the Sale Hotels constitute significant dispositions for purposes of Item 2.01 of Form 8-K. Accordingly, pro forma financial information required by Item 9.01 of Form 8-K with respect to the 45 Hotel Sale Portfolio is included as Exhibit 99.1 to this Current Report on Form 8-K.

For further information regarding SVC's completed hotel sales, please see its Current Reports on Form 8-K filed with the Securities and Exchange Commission, or the SEC, on September 10, 2025, September 18, 2025, September 24, 2025 (filed with Item 2.01), September 29, 2025 and October 1, 2025.

Warning Concerning Forward-Looking Statements

This Current Report on Form 8-K contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever SVC uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, SVC is making forward-looking statements. These forward-looking statements are based upon SVC’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by SVC’s forward-looking statements as a result of various factors. For example, the pending sales of the remaining Sale Hotels are subject to conditions; accordingly, SVC cannot be sure that it will complete these sales, that these sales will not be delayed, that the terms will not change or, if the sales are completed, that it will use the proceeds as currently expected.

The information contained in SVC’s filings with the SEC, including under the caption “Risk Factors” in SVC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, or incorporated herein or therein, identifies other important factors that could cause differences from SVC’s forward-looking statements. SVC’s filings with the SEC are available on the SEC’s website at www.sec.gov.

You should not place undue reliance upon SVC’s forward-looking statements.

Except as required by law, SVC does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

SVC's unaudited pro forma condensed consolidated balance sheet as of June 30, 2025 and SVC's unaudited pro forma condensed consolidated statements of loss for the year ended December 31, 2024 and for the six months ended June 30, 2025, and the notes related thereto with respect to the 45 Hotel Sale Portfolio are filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

These unaudited pro forma condensed consolidated financial statements reflect SVC's financial position as if the sales of the 12 hotels in the 45 Hotel Sale Portfolio sold through September 30, 2025 were completed as of June 30, 2025 and SVC's results of operations as if the sales of these hotels were completed as of January 1, 2024. These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of SVC's expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in SVC's portfolio of investments,

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capital structure, property level operating expenses and revenues, including returns received from SVC's hotels or rents expected to be received pursuant to SVC's existing leases or leases SVC may enter into, changes in interest rates and other reasons. Actual future results are likely to be different from amounts presented in these unaudited pro forma condensed consolidated financial statements and such differences may be significant.

(d) Exhibits.

99.1						Unaudited Pro Forma Condensed Consolidated Financial Statements with respect to the 45 Hotel Sale Portfolio. (Filed herewith.)
104						Cover Page Interactive Data File. (Embedded within the Inline XBRL document.)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SERVICE PROPERTIES TRUST

By:

/s/ Brian E. Donley

Name:

Brian E. Donley

Title:

Chief Financial Officer and Treasurer

Dated:

October 6, 2025

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FAQ

What does SVC’s 8-K say about the 45 Hotel Sale Portfolio?

The 8-K files unaudited pro forma condensed consolidated financial statements reflecting the 45 Hotel Sale Portfolio, treating the 12 hotels sold through September 30, 2025 as if disposed earlier.

What dates do the pro forma statements cover for SVC (SVC)?

The pro forma balance sheet is presented as of June 30, 2025 and the pro forma statements of loss cover the year ended December 31, 2024 and the six months ended June 30, 2025.

Are the pro forma financial statements audited?

No. The filing states the pro forma condensed consolidated financial statements are unaudited and may not indicate future results.

Do the filings guarantee the hotel sales will close?

No. The filing warns the pending sales are subject to conditions, so closings, terms and the use of proceeds could change.

How should investors use the pro forma statements?

They provide a hypothetical view of balance-sheet and operating impacts if the 12 hotel sales had been completed earlier, but should be weighed against final closing results and audited adjustments.